Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien), the Grantor is and will at all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of the Lease Collateral, free and clear of any and all Liens. The Grantor will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary to duly discharge any Lien if the same shall arise at any time; (b) except as contemplated hereby, the Grantor has not previously made nor will it make, so long as any of the Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation or transfer of the Lease Collateral; (c) the Grantor has legal authority to grant a Lien in respect of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons; (d) no consent or approval of any governmental entity, or of any securities exchange, is necessary to the validity of the Lien effected hereby; (e) the Grantor will not cause or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default; (f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: (i) duly perform all of its obligations under the Lease and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any material default (whether by the Grantor or the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Lease specifying in reasonable detail the nature of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the Lease. (i) The Grantor, at its expense, will take, or cause to be taken, all actions (including the filing of financing statements under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause the security interested granted in respect of the Lease Collateral to at all times be and remain perfected, and (B) establish the priority of the Lease Collateral including, if applicable, by making filings in respect of one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) The Grantor shall preserve, renew and keep in full force and effect its corporate existence and comply with the provisions of its constitutional documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien), the The Grantor is and will at continue to be the owner of all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of the Lease Collateral, free and clear from any security interest, lien or encumbrance in favour of any Person except for (i) the security interest granted hereunder to DRC USA, and all Liens. The Grantor will promptly, at its own expense, take (or cause to be takenii) such actions Permitted Licenses (as may be necessary to duly discharge any Lien if the same shall arise at any time;hereinafter defined). (b) except as contemplated herebyNone of the Collateral is or shall become subject to any lien in favor of any Person other than DRC USA, and the Grantor has agrees that it shall not previously made nor will it makelicense, so long transfer, convey or encumber any interest in or to the Collateral other than (i) as any provided in Sections 9.3 and 9.4 of the Secured Obligations remain outstanding and/or unperformed, LP Agreement or (ii) any sale, assignment, pledge, mortgage, hypothecation or transfer license of the Lease Collateral;Patents to Third Parties and/or to its Affiliates that does not grant rights with respect to the Product in the Field in the Territory (each such license described in this clause (ii), a "Permitted License"). (c) There is no financing statement or other document or instrument now signed or on file in any public office granting a security interest in or otherwise encumbering any part of the Collateral, except those showing DRC USA as secured party. So long as any Obligations remain outstanding, the Grantor has legal authority will not execute or authorize any such financing statement or other document or instruments, except financing statements filed or to grant a Lien be filed in respect favor of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons;DRC USA. (d) no consent Grantor shall execute all documents reasonably requested by DRC USA to perfect its security interest in each Patent relating to Product in the Field in the Territory, including, without limitation, an instrument sufficient to perfect or approval of establish any governmental entity, or of any securities exchange, is necessary lien hereunder to be recorded in the validity of the Lien effected hereby;U.S. Patent and Trademark Office with respect to all United States Patents. (e) The Grantor agrees that during the Grantor will not cause or consent term of this Agreement it shall cooperate with DRC USA to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default; (f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all such further instruments and documents, and take all such other further action, that actions as may be necessary, or that the Loan Trustee may reasonably request, requested by DRC USA in order to perfect any of the security interests granted hereunder and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee DRC USA to exercise and enforce its rights and remedies hereunder; (g) hereunder with respect to the Grantor shall not directly or indirectly assignCollateral, convey or otherwise transfer any of its rightincluding, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: without limitation, (i) duly perform all of its obligations under the Lease to execute, acknowledge and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any material default (whether by the Grantor or the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Lease specifying in reasonable detail the nature of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the Lease. (i) The Grantor, at its expense, will take, or cause to be taken, all actions (including the filing of financing statements under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to deliver (A) cause any Replacement License (as such term is defined in Section 3(a) below) and any related documents or instruments reasonably requested by the security interested granted licensee thereunder or by DRC USA in respect of the Lease Collateral to at all times be and remain perfectedconnection with such Replacement License, and (B) establish such other instruments and documents as may be necessary or reasonably requested to (I) effect the priority purposes and intents of this Agreement, or (II) to create, evidence, perfect or continue the Lease Collateral includingsecurity interests of DRC USA in the Collateral, if applicablein each case in a form reasonably acceptable to DRC USA and (ii) to appear in and defend any action or proceeding that may adversely affect Grantor's title to or DRC USA's security interest in the Collateral; provided, by making filings in respect of one or more of the prospective international interestshowever, international interests or associated rights with the International Registry; and (j) The that Grantor shall preservehave no obligation to prosecute, renew and keep in full force and effect its corporate existence and comply with maintain or defend the provisions of its constitutional documentsPatents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any in favour of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (Grantee and the rights and remedies each of the Loan Trustee related to such Lien), Holders as follows: the Grantor is and shall (until it is dissolved) remain a corporation duly incorporated and validly existing under the laws of England and Wales and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted; the D Preference Shares to be issued upon valid exercise of Warrants, when issued, will at all times be validly issued, fully paid, not subject to any call for the payment of further capital, free of any taxes, liens, charges or encumbrances of any nature whatsoever and, based in part upon the representations of the Grantee contained in this agreement, will be issued in compliance with applicable law, including without limitation the Companies Act. The Ordinary Shares into which the D Preference Shares may be converted in accordance with the terms of the Articles shall, upon such conversion, be duly and validly issued, fully paid and not subject to any call for the payment of further capital and issued in compliance with applicable laws as aforesaid; the existing issued shares in the future, so long as any capital of the Secured Obligations remain outstanding and/or unperformedGrantor were duly and validly authorised allotted and issued, be fully paid, are not subject to any call for the sole legal owner payment of further capital and were issued in compliance with applicable law, including without limitation the Lease Collateral, free and clear of any Companies Act and all Liens. The Grantor will promptly, US federal and state securities laws applicable at its own expense, take (or cause the relevant time to be taken) such actions as may be necessary to duly discharge any Lien if the same shall arise at any time; (b) except as contemplated hereby, Grantor; the Grantor has not previously made nor will it makeavailable to the Grantee on the date of this agreement true, so long as any correct and complete copies of the Secured Obligations remain outstanding and/or unperformedMemorandum and Articles, and the Grantor shall supply to each Holder, within fourteen days of the relevant resolution being passed, a copy of any resolution amending either the Memorandum or the Articles; the issue of share certificates for D Preference Shares upon exercise of Warrants shall be made without charge to the Holder for any cost incurred by the Grantor in connection with such exercise and the related issue of such D Preference Shares; the execution and delivery by the Grantor of this agreement and the performance of all its obligations hereunder, including (but not limited to) the issue of the Warrants, have been duly authorised by all necessary action on the part of the Grantor and the entry by the Grantor into the Rental Facility Agreement and this agreement does not conflict with, or contravene any provision of the Memorandum or the Articles and does not contravene any United Kingdom law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any sale, assignment, pledgeindenture, mortgage, hypothecation contract or transfer other instrument to which it is a party or by which it or any of its assets is bound, and the Warrants and this agreement constitute the legal and valid obligations of the Lease Collateral; (c) the Grantor has legal authority to grant a Lien Grantor, enforceable against it in respect of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons; (d) accordance with their respective terms; no consent or approval of, giving of notice to, registration with, or taking of any governmental entity, or other action in respect of any securities exchange, United Kingdom governmental authority or agency is necessary required with respect to the validity of the Lien effected hereby; (e) execution, delivery and performance by the Grantor will not cause or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default; (f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: (i) duly perform all of its obligations under the Lease Warrants or this agreement, except for the filing of documents with the Companies' Registry for England and take all actions necessary Wales. Any such filings shall be effected promptly and in any event within the period permitted by Statute; the Grantor is not, pursuant to keep the Lease terms of any agreement, under any obligation to (i) secure any Listing in full force and effect; respect of, or (ii) promptly make any offer to the public in respect of, any of its issued loan or share capital. In the event of any breach of any of the representations, warranties and covenants set out in clause 12.1, the Grantor shall have no liability in respect of such breach unless written notice of a claim in relation to such breach is given by the relevant Holder no later than twelve months following the date that such Holder became aware, or ought reasonably to have become aware, of such breach. Grantee's Undertakings The Grantee hereby acknowledges that, in reliance upon acquiring actual knowledge the representations and warranties of the Grantor set forth herein, the Warrants are, and the D Preference Shares shall be, issued without registration under the 1933 Act or any state securities laws and consequently none of the Warrants or the D Preference Shares (collectively, the "Securities") may be sold, transferred or otherwise disposed of without registration under the 1933 Act and any applicable state securities laws or an exemption therefrom. The Grantee hereby represents, warrants and covenants in favour of the Grantor: that the Securities are or will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Grantee has no present intention of selling or engaging in any public distribution of the same; that the Grantee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, notify and has the Loan Trustee ability to bear the economic risks of any material default (whether by its investment; that the Grantor or Grantee understands that if the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission Grantee does not register with the Securities and Exchange Commission pursuant to Section 12 of the Lease specifying in reasonable detail the nature of such default1933 Act, cancellation, rescission or termination; and (iiifile reports pursuant to Section 15(d) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the Lease. Securities Exchange Act of 1934, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) The Grantor, at its expense, will takethe rights to purchase D Preference Shares pursuant to this Warrant Agreement, or cause (ii) the D Preference Shares issuable upon exercise of the right to purchase, it may be taken, all actions (including required to hold such securities for an indefinite period. The Grantee also understands that any sale of the filing of financing statements Securities which might be made by it in reliance upon Rule 144 under the Uniform Commercial Code 1933 Act may be made only in all applicable jurisdictions accordance with the terms and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause conditions of that Rule; that the security interested granted in respect Grantee is an "accredited investor" within the meaning of the Lease Collateral to at all times be Securities and remain perfectedExchange Rule 501 of Regulation D, and (B) establish the priority of the Lease Collateral including, if applicable, by making filings as presently in respect of one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) The Grantor shall preserve, renew and keep in full force and effect its corporate existence and comply with the provisions of its constitutional documentseffect.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien)Except as otherwise provided in this Agreement, the Grantor is and will at continue to be the owner of all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of the Lease Intellectual Property Collateral, free and clear from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and all except for Permitted Liens. The Grantor will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary to duly discharge any Lien if the same shall arise at any time;. (b) None of the Intellectual Property Collateral is or shall become subject to any Lien in favor of any Person other than the Lender and except for any Permitted Liens, and the Grantor agrees that it shall not license, transfer, convey or encumber any interest in or to the Intellectual Property Collateral, except for: (i) licenses of Intellectual Property Collateral granted in the ordinary course of the business of the Grantor; (ii) transfers or conveyances of Intellectual Property Collateral not otherwise permitted under this Agreement for consideration not to exceed an amount in any fiscal year of the Grantor in excess of ten percent (10%) of the Grantor's gross revenues for the prior fiscal year and provided that (1) adequate consideration is received and (2) the Board of Directors determines it is in the best interest of the corporation; (iii) licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral as contemplated herebydescribed in Schedule E hereto; (iv) licenses for use outside of the United States; and (v) any other licenses, transfers, conveyances or encumbrances of Intellectual Property Collateral requested by the Grantor and consented to by the Lender (any such consent not to be unreasonably withheld). Any license of the Intellectual Property Collateral granted by the Grantor (each, a "License") shall be in writing and shall reserve all rights in the Grantor except those reasonably necessary in the ordinary course of business to fulfill the permitted purposes herein. The Grantor shall cause a copy of each License to be delivered to the Lender within thirty (30) days of execution by all parties thereto. (c) Except as disclosed in Schedule D hereto, the Grantor has not previously made nor will it makeno previous assignment, so long as transfer or agreement in conflict herewith or constituting a present or future assignment, transfer, or encumbrance of any of the Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation or transfer of the Lease Intellectual Property Collateral; (c) the Grantor has legal authority to grant a Lien in respect of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons;. (d) Except as disclosed in Schedule D hereto, there is no consent financing statement or approval of other document or instrument now signed or on file in any governmental entity, public office granting a security interest in or of otherwise encumbering any securities exchange, is necessary to the validity part of the Lien effected hereby;Intellectual Property Collateral, except those showing the Lender as secured party. So long as any Obligations remain outstanding, the Grantor will not execute, and there will not be on file in any public office, any such financing statement or other document or instruments, except as permitted under Section 2(b) or financing statements filed or to be filed in favor of the Lender. (e) the Grantor will not cause or consent Subject to any act limitation stated therein or omission or failure in connection therewith, all information furnished to act which would constitute, or result, directly or indirectly, the Lender concerning the Intellectual Property Collateral and proceeds thereof is and will be accurate and correct in the occurrence of a Lease Event of Default;all material respects. (f) at All Intellectual Property Collateral consisting of applications for Patents and for registrations of Trademarks and Copyrights has been duly and properly filed and all Intellectual Property Collateral consisting of issued or granted Patents and of registrations of Trademarks and Copyrights (including, without limitation, any time and from time to timeall renewals, at reissues, continuations or divisions thereof, as the expense case may be) has been duly and properly maintained. (g) Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Grantor, and not later than 120 days after the end of each fiscal quarter ending with a fiscal year of the Grantor, the Grantor will promptly execute shall provide Lender with a summary report for the immediately preceding fiscal quarter of all patent applications or applications for registration of a trademark filed by the Grantor with the U.S. Patent and deliver Trademark Office during such fiscal quarter, all further instruments and documentsapplications for registration of copyrights filed by the Grantor with the U.S. Copyright Office during such fiscal quarter, and take of all further actionpatents issued to the Grantor, that may be necessaryand trademark and copyright registrations granted to the Grantor, or that the Loan Trustee may reasonably during such fiscal quarter. Thereafter, at Lender's request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or execute all documents necessary to perfect a security interest in any patent, trademark or copyright application or patent or trademark or copyright registration, and the Grantor shall annually, or more frequently as the Lender shall request, cause an instrument sufficient to perfect, protect or establish any of Lien hereunder to be recorded in the Lease Collateral;U.S. Patent and Trademark Office with respect to all United States patent applications filed by it or patents issued to it during the prior calendar year and with respect to all trademark applications filed by it or trademark registrations issued to it during the prior calendar year, and the Grantor shall annually, or more frequently as the Lender reasonably shall request, cause an instrument sufficient to perfect, protect or establish any Lien hereunder to be recorded in the U.S. Copyright Office with respect to United States copyright applications filed by it or copyright registrations issued to it during the prior calendar year. (h) The Grantor shall: (i) duly perform all shall not take any action, or permit any action to be taken by others subject to the Grantor's control, including licensees, or fail to take any action, or permit others subject to the Grantor's control, including licensees, to fail to take any action, subject to the provisions of its obligations under Section 2(g), which would, in the Lease case of any such actions or failures to act taken singly or together, adversely affect the validity, grant and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge enforceability of the samesecurity interest granted to the Lender hereunder. Notwithstanding the foregoing, notify the Loan Trustee of any material default (whether by the Grantor or the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission shall be permitted to abandon any of the Lease specifying Intellectual Property Collateral in reasonable detail accordance with the nature terms of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the LeaseSection 2(l). (i) The Grantor shall promptly notify the Lender, in writing, of any suit, action, proceeding, claim or counterclaim brought against the Grantor that would reasonably be expected to affect adversely the Intellectual Property Collateral, and shall, on request, deliver to the Lender a copy of all pleadings, papers, orders or decrees theretofore and thereafter filed in any such suit, action or proceeding, and shall keep the Lender duly advised in writing of the progress of any such suit. (j) To the best knowledge and belief of the Grantor after due inquiry, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral. In the event of any material infringement of the Intellectual Property Collateral by others or in the event of any other conduct detrimental to the Intellectual Property Collateral by others known or brought to the attention of the Grantor, the Grantor shall promptly notify the Lender in writing at its address set forth in Section 5(a) of such infringement or other conduct and the full nature, extent, evidence and facts of such infringement or other conduct known to the Grantor. (k) If requested by the Lender, the Grantor, upon reasonable notice and at the Lender's expense, will takeshall provide the Lender with access to the Intellectual Property Collateral records maintained by the Grantor. (l) The Grantor shall notify the Lender in writing at the address set forth in Section 5(a) at least sixty days prior to any proposed voluntary abandonment of any Intellectual Property Collateral (other than items of Intellectual Property Collateral that are not useful or beneficial to the business and operations of the Grantor) and obtain the prior written consent of the Lender to such abandonment, which consent shall not be unreasonably withheld. (m) During the term of this Agreement, the Grantor agrees: (i) whenever any of the registered Trademarks are used by or on behalf of the Grantor, if reasonably practicable, to affix or cause to be takenaffixed a notice that the ▇▇▇▇ is a registered trademark or service ▇▇▇▇, which notice shall be in a form accepted or required by the trademark marking laws of each country in which the ▇▇▇▇ is so used and registered; and (ii) whenever any of the underlying works covered by registered Copyrights are used by or on behalf of the Grantor, if reasonably practicable, to affix or cause to be affixed a notice that said underlying works are so covered, which notice shall be in a form accepted or required by the copyright laws of such country in which said underlying works are so used and registered. (n) Subject to the provisions of Section 4(g), during the term of this Agreement, all actions (including income, royalties, payments and damages due and payable to the filing of financing statements Grantor under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause the security interested granted or in respect of the Lease Intellectual Property Collateral shall be paid to at the Grantor. (o) The Grantor agrees, upon the reasonable request by the Lender, during the term of this Agreement: (i) to execute, acknowledge and deliver all times be additional instruments and remain perfecteddocuments necessary or desirable to effect the purposes and intents of this Agreement, and (B) establish in a form reasonably acceptable to counsel for the priority of the Lease Collateral including, if applicable, by making filings in respect of one or more of the prospective international interests, international interests or associated rights with the International RegistryLender; and (jii) The Grantor shall preserveto do all such other acts as may be necessary or appropriate to carry out the purposes and intents of this Agreement, renew and keep to create, evidence, perfect and continue the security interests of the Lender in full force and effect its corporate existence and comply with the provisions of its constitutional documentsIntellectual Property Collateral.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants and covenants that, at all times while any in favour of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (Grantee and the rights and remedies each of the Loan Trustee related to such Lien), Holders as follows: the Grantor is and shall (until it is dissolved) remain a corporation duly incorporated and validly existing under the laws of England and Wales and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted; the D Preference Shares to be issued upon valid exercise of Warrants, when issued, will at all times be validly issued, fully paid, not subject to any call for the payment of further capital, free of any taxes, liens, charges or encumbrances of any nature whatsoever and, based in part upon the representations of the Grantee contained in this agreement, will be issued in compliance with applicable law, including without limitation the Companies Act. The Ordinary Shares into which the D Preference Shares may be converted in accordance with the terms of the Articles shall, upon such conversion, be duly and validly issued, fully paid and not subject to any call for the payment of further capital and issued in compliance with applicable laws as aforesaid; the existing issued shares in the future, so long as any capital of the Secured Obligations remain outstanding and/or unperformedGrantor were duly and validly authorised allotted and issued, be fully paid, are not subject to any call for the sole legal owner payment of further capital and were issued in compliance with applicable law, including without limitation the Lease Collateral, free and clear of any Companies Act and all Liens. The Grantor will promptly, US federal and state securities laws applicable at its own expense, take (or cause the relevant time to be taken) such actions as may be necessary to duly discharge any Lien if the same shall arise at any time; (b) except as contemplated hereby, Grantor; the Grantor has not previously made nor will it makeavailable to the Grantee on the date of this agreement true, so long as any correct and complete copies of the Secured Obligations remain outstanding and/or unperformedMemorandum and Articles, and the Grantor shall supply to each Holder, within fourteen days of the relevant resolution being passed, a copy of any resolution amending either the Memorandum or the Articles; the issue of share certificates for D Preference Shares upon exercise of Warrants shall be made without charge to the Holder for any cost incurred by the Grantor in connection with such exercise and the related issue of such D Preference Shares; the execution and delivery by the Grantor of this agreement and the performance of all its obligations hereunder, including (but not limited to) the issue of the Warrants, have been duly authorised by all necessary action on the part of the Grantor and the entry by the Grantor into the Rental Facility Agreement and this agreement does not conflict with, or contravene any provision of the Memorandum or the Articles and does not contravene any United Kingdom law or governmental rule, regulation or order applicable to it, does not and will not contravene any provision of, or constitute a default under, any sale, assignment, pledgeindenture, mortgage, hypothecation contract or transfer other instrument to which it is a party or by which it or any of its assets is bound, and the Warrants and this agreement constitute the legal and valid obligations of the Lease Collateral; (c) the Grantor has legal authority to grant a Lien Grantor, enforceable against it in respect of the Lease Collateral in the manner hereby done or contemplated and will defend the Grantor’s title to the Lease Collateral against the claims of any and all Persons; (d) accordance with their respective terms; no consent or approval of, giving of notice to, registration with, or taking of any governmental entity, or other action in respect of any securities exchange, United Kingdom governmental authority or agency is necessary required with respect to the validity of the Lien effected hereby; (e) execution, delivery and performance by the Grantor will not cause or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default; (f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: (i) duly perform all of its obligations under the Lease Warrants or this agreement, except for the filing of documents with the Companies' Registry for England and take all actions necessary Wales. Any such filings shall be effected promptly and in any event within the period permitted by Statute; the Grantor is not, pursuant to keep the Lease terms of any agreement, under any obligation to (i) secure any Listing in full force and effect; respect of, or (ii) promptly make any offer to the public in respect of, any of its issued loan or share capital. In the event of any breach of any of the representations, warranties and covenants set out in clause 12.1, the Grantor shall have no liability in respect of such breach unless written notice of a claim in relation to such breach is given by the relevant Holder no later than twelve months following the date that such Holder became aware, or ought reasonably to have become aware, of such breach. GRANTEE'S UNDERTAKINGS The Grantee hereby acknowledges that, in reliance upon acquiring actual knowledge the representations and warranties of the Grantor set forth herein, the Warrants are, and the D Preference Shares shall be, issued without registration under the 1933 Act or any state securities laws and consequently none of the Warrants or the D Preference Shares (collectively, the "Securities") may be sold, transferred or otherwise disposed of without registration under the 1933 Act and any applicable state securities laws or an exemption therefrom. The Grantee hereby represents, warrants and covenants in favour of the Grantor: that the Securities are or will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Grantee has no present intention of selling or engaging in any public distribution of the same; that the Grantee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, notify and has the Loan Trustee ability to bear the economic risks of any material default (whether by its investment; that the Grantor or Grantee understands that if the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission Grantee does not register with the Securities and Exchange Commission pursuant to Section 12 of the Lease specifying in reasonable detail the nature of such default1933 Act, cancellation, rescission or termination; and (iiifile reports pursuant to Section 15(d) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the Lease. Securities Exchange Act of 1934, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) The Grantor, at its expense, will takethe rights to purchase D Preference Shares pursuant to this Warrant Agreement, or cause (ii) the D Preference Shares issuable upon exercise of the right to purchase, it may be taken, all actions (including required to hold such securities for an indefinite period. The Grantee also understands that any sale of the filing of financing statements Securities which might be made by it in reliance upon Rule 144 under the Uniform Commercial Code 1933 Act may be made only in all applicable jurisdictions accordance with the terms and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause conditions of that Rule; that the security interested granted in respect Grantee is an "accredited investor" within the meaning of the Lease Collateral to at all times be Securities and remain perfectedExchange Rule 501 of Regulation D, and (B) establish the priority of the Lease Collateral including, if applicable, by making filings as presently in respect of one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) The Grantor shall preserve, renew and keep in full force and effect its corporate existence and comply with the provisions of its constitutional documentseffect.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor hereby representsrepresents and warrants to the Administrative Agent as of the date hereof and the date of each Advance that: (i) it is a corporation organized and in good standing under the laws of the State of Nevada, warrants and it has full power, authority and legal right to execute this Pledge Agreement and to carry out the transactions contemplated hereby; (ii) the Shares representing Pledged Collateral constitute 100% of the shares in the Company; (iii) it is the sole owner of the Shares and such Shares are free and clear of any lien of any party, except for the pledge and security interest created by this Pledge Agreement or as permitted under the Loan Documents or with the Administrative Agent's prior written consent; (iv) this Pledge Agreement constitutes legal valid and binding obligations of the Grantor, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (b) The Grantor covenants to the Administrative Agent that, : (i) the Shares shall at all times while any of the Secured Obligations remain outstanding and/or unperformed: (a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related continue to such Lien), the Grantor is and will at all times in the futurebe, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal owner of the Lease Collateraloutstanding, free and clear of any lien of any party, except for the pledge and all Liens. The Grantor security interest created by this Pledge Agreement or as permitted under the Loan Documents or with the Administrative Agent’s prior written consent, except with respect to any subordinated or other liens expressly consented to in writing by the Administrative Agent; (ii) unless required by applicable law, it will promptlynot (i) commence any case, at its own expenseproceeding or other action under any existing or future law of any jurisdiction, take (domestic or cause foreign, relating to be taken) such actions as may be necessary bankruptcy, insolvency, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to duly discharge any Lien if the same shall arise at any time; (b) except as contemplated hereby, the Grantor has not previously made nor will it makeor its debts, so long as (ii) seek appointment of a receiver, trustee, custodian or other similar official for the Grantor or for all or any substantial part of its assets, or make a general assignment for the benefit of its creditors, or (iii) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation acts set forth above; (iii) it will not sell or transfer any Shares without the prior written consent of the Lease Collateral; (c) the Grantor has legal authority Administrative Agent, such consent not to grant a Lien in respect of the Lease Collateral in the manner hereby done be unreasonably withheld or contemplated delayed, and it will defend the Grantor’s its title to the Lease Pledged Collateral against the claims of any and all Persons; (d) no consent or approval of any governmental entity, or of any securities exchange, is necessary to the validity of the Lien effected hereby; (e) the Grantor will not cause or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in the occurrence of a Lease Event of Default; (f) at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: (i) duly perform all of its obligations under the Lease and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any material default (whether by the Grantor or the Lessee) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Lease specifying in reasonable detail the nature of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent to the modification, cancellation, termination or amendment of the Lease. (i) The Grantor, at its expense, will take, or cause to be taken, all actions (including the filing of financing statements under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause the security interested granted in respect of the Lease Collateral to at all times be and remain perfected, and (B) establish the priority of the Lease Collateral including, if applicable, by making filings in respect of one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) The Grantor shall preserve, renew and keep in full force and effect its corporate existence and comply with the provisions of its constitutional documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor hereby represents, warrants warrants, and covenants that, at all times while any of the Secured Obligations remain outstanding and/or unperformedas follows: (a) except for the Lien granted hereunder (and the rights and remedies of the Loan Trustee related to such Lien), the The Grantor is the legal and will at all times in the future, so long as any of the Secured Obligations remain outstanding and/or unperformed, be the sole legal equitable owner of the Lease Collateral, Collateral and holds the Collateral free and clear of any all liens, charges, encumbrances and all Lienssecurity interests of every kind and nature whatsoever except for the security interest granted hereunder to the Collateral Agent; provided, however, that the Collateral is governed by the terms of the Escrow Agreement. The Grantor will promptlyhas good right and legal authority to assign, at deliver and/or create a security interest in the Collateral and shall defend its own expensetitle to the Collateral against all claims of all other persons or entities. The Grantor (i) shall be solely responsible for the payment of, take (and shall promptly pay and discharge, or shall cause to be takenpaid and discharged, all taxes, assessments and other governmental charges or levies, liens, premiums and other charges imposed upon the Collateral or upon the income from the Collateral, (ii) shall file in a timely manner all tax returns and reports required to be filed in connection therewith and (iii) shall indemnify and hold the Collateral Agent harmless from and against all such actions as may be necessary taxes, assessments and other governmental charges or levies (including interest and penalties) and all costs and expenses incurred by the Collateral Agent in connection therewith. The Grantor further agrees not to duly discharge assign this Agreement, not to assign, lease or grant any Lien if option or similar right with respect to, any of the same shall arise at Collateral or any time;part thereof, and not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or other charge or encumbrance upon, any of the Collateral, or enter into any agreement preventing it from encumbering any the Collateral, other than pledges and security interests in favor of the Collateral Agent. (b) except as contemplated herebyThe Grantor agrees to deliver to the Securities Intermediary and place under the Collateral Agent’s control any and all stock dividends, warrants, options, rights, substituted shares or other securities distributed on account of the Collateral or received on account of the exercise by the Grantor of any option, warrant or right appertaining to any security constituting part of the Collateral. In case such a distribution of stock dividends, warrants, options, rights, substituted shares or other securities is made directly to the Collateral Agent, the Grantor has not previously made nor will it make, so long execute such assignments and other documents as any the Collateral Agent may require in order to adequately make such distribution part of the Secured Obligations remain outstanding and/or unperformed, any sale, assignment, pledge, mortgage, hypothecation or transfer of the Lease Collateral;Collateral hereunder. (c) The Grantor represents and warrants that the Escrow Agent is authorized on behalf of the Grantor to purchase assets for, and invest and dispose of assets in the Pledge Account, to give instructions with respect to the purchase, investment or disposition of any assets in the Pledge Account and take all other actions with respect to the Pledge Account in accordance with the terms of the Escrow Agreement. The Grantor agrees to be bound by any action taken by the Escrow Agent in connection therewith and covenants that it will not revoke the authority of the Escrow Agent to take the foregoing actions without also providing prior written notice to the Collateral Agent of such revocation. Until such time as the Collateral Agent receives an effective written notice from the Grantor that the Grantor has legal revoked the Escrow Agent’s authority as set forth herein, the Collateral Agent shall at all times be entitled to grant a Lien in respect rely on all instructions, requests and actions of the Lease Collateral in Escrow Agent as if such instructions, requests and/or actions were being made directly by the manner hereby done or contemplated Grantor, and will defend the term “Grantor” shall, for such purposes, include the Escrow Agent acting on the Grantor’s title to the Lease Collateral against the claims of any and all Persons;behalf. (d) no consent The Grantor covenants and agrees to execute and deliver such additional instruments and take such further action as the Collateral Agent may reasonably request solely to effect the purpose of this Agreement and the other Offering Documents, including without limitation, causing the Escrow Agent or approval of any governmental entity, or the relevant issuer of any securities exchange, is necessary to be included as Collateral from time to time and/or other required parties (including transfer agents and securities intermediaries) to execute and deliver to the validity Collateral Agent such control agreements, letters of direction or other documents or agreements as the Lien effected hereby;Collateral Agent may reasonably require in order to perfect (including by control) its security interest in the Collateral. (e) Except as the Grantor will not cause Collateral Agent may otherwise permit in its discretion and with respect to which there are in effect appropriate control agreements or consent to any act or omission or failure to act which would constitute, or result, directly or indirectly, in other documents as the occurrence of a Lease Event of Default; (f) at any time and Collateral Agent may from time to timetime require, at all Collateral will be maintained with the expense of the GrantorCollateral Agent, the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Loan Trustee may reasonably request, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Loan Trustee to exercise and enforce its rights and remedies hereunder; (g) the Grantor shall not directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to any of the Lease Collateral; (h) The Grantor shall: (i) duly perform all of its obligations under the Lease and take all actions necessary to keep the Lease in full force and effect; (ii) promptly upon acquiring actual knowledge of the same, notify the Loan Trustee of any material default (whether by the Grantor Securities Intermediary or the Lessee) under or cancellationEscrow Agent, termination or rescission or purported cancellation, termination or rescission of the Lease specifying in reasonable detail the nature of such default, cancellation, rescission or termination; and (iii) not, without the Loan Trustee's prior written consent, in any way modify, cancel, terminate or amend or consent subject to the modification, cancellation, termination or amendment of Control Agreement and the LeaseEscrow Agreement as applicable. (i) The Grantor, at its expense, will take, or cause to be taken, all actions (including the filing of financing statements under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Financing Agreement) to (A) cause the security interested granted in respect of the Lease Collateral to at all times be and remain perfected, and (B) establish the priority of the Lease Collateral including, if applicable, by making filings in respect of one or more of the prospective international interests, international interests or associated rights with the International Registry; and (j) The Grantor shall preserve, renew and keep in full force and effect its corporate existence and comply with the provisions of its constitutional documents.